Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022 and 2023, and our financial performance for each such fiscal year:
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Value of Initial Fixed $100 Investment Based on: |
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2023 |
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1,775,885 |
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2,244,387 |
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956,946 |
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415,663 |
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7.77 |
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92.30 |
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(117,218 |
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(82,387 |
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2022 |
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7,830,078 |
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990,131 |
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1,356,913 |
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(5,286,494 |
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5.23 |
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68.36 |
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(148,613 |
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(103,796 |
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2021 |
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783,689 |
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15,051,082 |
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652,061 |
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5,856,732 |
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72.72 |
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98.95 |
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6,460 |
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29,910 |
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| (1) |
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
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| 2023 |
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Brian Bair |
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Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout |
| 2022 |
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Brian Bair |
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Michael Burnett, Benjamin Aronovitch and Stephen Johnson |
| 2021 |
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Brian Bair |
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Michael Burnett, Benjamin Aronovitch and Stephen Johnson | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
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| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023 |
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(1,117,640 |
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(763,470 |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End |
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1,533,870 |
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213,768 |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date |
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– |
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– |
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| Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End |
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14,970 |
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27,134 |
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| Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
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37,302 |
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21,341 |
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| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End |
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– |
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(40,056 |
) |
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| Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date |
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– |
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– |
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| Increase based on Incremental Fair Value of Options/SARs Modified during 2023 |
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– |
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– |
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| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023 |
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– |
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– |
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| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
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– |
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– |
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| TOTAL ADJUSTMENTS |
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468,502 |
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(541,283 |
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| (2) |
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables to estimate the probability of satisfying the market condition established for the award, including the expected volatility of our stock price based on the historical |
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volatility of our stock price, a risk-free interest rate using the rate of return on U.S. treasury notes equal to the remaining contractual term of the award, and an expected dividend yield of 0% and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using updated assumptions as of the revaluation date. We provide information regarding the assumptions used to calculate the valuation of the award in Notes 1 and 12 to the consolidated financial statements included in the Annual Report on Form 10-K filed on February 27, 2024. |
| (3) |
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022 and 2023, assuming a $100 investment on September 1, 2021. |
| (4) |
Adjusted EBITDA is a non-U.S. generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted EBITDA is calculated, please see the section titled “ Cash Incentive Compensation ” in the CD&A above. |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote |
| (1) |
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
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| 2023 |
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Brian Bair |
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Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout |
| 2022 |
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Brian Bair |
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Michael Burnett, Benjamin Aronovitch and Stephen Johnson |
| 2021 |
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Brian Bair |
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Michael Burnett, Benjamin Aronovitch and Stephen Johnson |
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| Peer Group Issuers, Footnote |
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022 and 2023, assuming a $100 investment on September 1, 2021.
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| PEO Total Compensation Amount |
$ 1,775,885
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$ 7,830,078
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$ 783,689
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| PEO Actually Paid Compensation Amount |
$ 2,244,387
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990,131
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15,051,082
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| Adjustment To PEO Compensation, Footnote |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
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| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023 |
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(1,117,640 |
) |
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(763,470 |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End |
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1,533,870 |
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213,768 |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date |
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– |
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– |
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| Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End |
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14,970 |
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27,134 |
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| Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
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37,302 |
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21,341 |
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| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End |
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– |
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(40,056 |
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| Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date |
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– |
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– |
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| Increase based on Incremental Fair Value of Options/SARs Modified during 2023 |
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– |
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– |
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| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023 |
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– |
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– |
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| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
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– |
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– |
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| TOTAL ADJUSTMENTS |
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468,502 |
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(541,283 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 956,946
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1,356,913
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652,061
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 415,663
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(5,286,494)
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5,856,732
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| Adjustment to Non-PEO NEO Compensation Footnote |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
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| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023 |
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(1,117,640 |
) |
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(763,470 |
) |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End |
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1,533,870 |
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213,768 |
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| Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date |
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– |
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– |
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| Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End |
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14,970 |
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27,134 |
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| Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
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37,302 |
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21,341 |
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| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End |
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– |
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(40,056 |
) |
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| Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date |
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– |
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– |
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| Increase based on Incremental Fair Value of Options/SARs Modified during 2023 |
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– |
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– |
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| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023 |
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– |
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– |
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| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
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– |
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– |
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| TOTAL ADJUSTMENTS |
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468,502 |
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(541,283 |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:
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| Total Shareholder Return Amount |
$ 7.77
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5.23
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72.72
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| Peer Group Total Shareholder Return Amount |
92.3
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68.36
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98.95
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| Net Income (Loss) |
$ (117,218,000)
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$ (148,613,000)
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$ 6,460,000
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| Company Selected Measure Amount |
(82,387,000)
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(103,796,000)
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29,910,000
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| PEO Name |
Brian Bair
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Revenue
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EBITDA; and
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| Non-GAAP Measure Description |
Adjusted EBITDA is a non-U.S. generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted EBITDA is calculated, please see the section titled “Cash Incentive Compensation ” in the CD&A above.
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Stock price
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| PEO | Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table For 2023 [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (1,117,640)
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| PEO | Increase Based On Asc 718 Fair Value Of Awards Granted During 2023 That Remain Unvested As Of 2023 Fy End, Determined As Of 2023 Fy End [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,533,870
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| PEO | Increase For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of 2023 Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To 2023 Fy End [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
14,970
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| PEO | Increase For Awards Granted During Prior Fy That Vested During 2023, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
37,302
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| PEO | Total Adjustments [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
468,502
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| Non-PEO NEO | Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table For 2023 [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(763,470)
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| Non-PEO NEO | Increase Based On Asc 718 Fair Value Of Awards Granted During 2023 That Remain Unvested As Of 2023 Fy End, Determined As Of 2023 Fy End [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
213,768
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| Non-PEO NEO | Increase For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of 2023 Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To 2023 Fy End [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
27,134
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| Non-PEO NEO | Increase For Awards Granted During Prior Fy That Vested During 2023, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
21,341
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| Non-PEO NEO | Deduction Of Asc 718 Fair Value Of Awards Granted During Prior Fy That Were Forfeited During 2023, Determined As Of Prior Fy End [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(40,056)
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| Non-PEO NEO | Total Adjustments [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (541,283)
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